that it does not intend to exercise its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series 5 (Series 5 Shares) (TSX: ENB.PF.V) on March 1, 2019. As a result, subject to certain conditions, the holders of the Series 5 Shares have the right to convert all or part of their Series 5 Shares on a one-for-one basis into Cumulative Redeemable Preference Shares, Series 6 of Enbridge (Series 6 Shares) on March 1, 2019. Holders who do not exercise their right to convert their Series 5 Shares into Series 6 Shares will retain their Series 5 Shares.

The foregoing conversion right is subject to the conditions that: (i) if Enbridge determines that there would be less than 1,000,000 Series 5 Shares outstanding after March 1, 2019, then all remaining Series 5 Shares will automatically be converted into Series 6 Shares on a one-for-one basis on March 1, 2019; and (ii) alternatively, if Enbridge determines that there would be less than 1,000,000 Series 6 Shares outstanding after March 1, 2019, no Series 5 Shares will be converted into Series 6 Shares. There are currently 8,000,000 Series 5 Shares outstanding.

With respect to any Series 5 Shares that remain outstanding after March 1, 2019, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The new annual dividend rate applicable to the Series 5 Shares for the five-year period commencing on March 1, 2019 to, but excluding, March 1, 2024 will be 5.3753 percent, being equal to the five-year United States Treasury bond yield of 2.5553 percent determined as of today plus 2.82 percent in accordance with the terms of the Series 5 Shares.

With respect to any Series 6 Shares that may be issued on March 1, 2019, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The dividend rate applicable to the Series 6 Shares for the three-month floating rate period commencing on March 1, 2019 to, but excluding, June 1, 2019 will be 1.34597 percent, based on the annual rate on three month United States Government treasury bills for the most recent treasury bills auction of 2.52 percent plus 2.82 percent in accordance with the terms of the Series 6 Shares (the Floating Quarterly Dividend Rate). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series 5 Shares who wish to exercise their right of conversion during the conversion period, which runs from January 30, 2019 until 5:00 p.m. (EST) on February 14, 2019, should communicate as soon as possible with their broker or other intermediary for more information. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary time to complete the necessary steps. Any notices received after this deadline will not be valid.

that it does not intend to exercise its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series 7 (Series 7 Shares) (TSX: ENB.PR.J) on March 1, 2019. As a result, subject to certain conditions, the holders of the Series 7 Shares have the right to convert all or part of their Series 7 Shares on a one-for-one basis into Cumulative Redeemable Preference Shares, Series 8 of Enbridge (Series 8 Shares) on March 1, 2019. Holders who do not exercise their right to convert their Series 7 Shares into Series 8 Shares will retain their Series 7 Shares.

The foregoing conversion right is subject to the conditions that: (i) if Enbridge determines that there would be less than 1,000,000 Series 7 Shares outstanding after March 1, 2019, then all remaining Series 7 Shares will automatically be converted into Series 8 Shares on a one-for-one basis on March 1, 2019; and (ii) alternatively, if Enbridge determines that there would be less than 1,000,000 Series 8 Shares outstanding after March 1, 2019, no Series 7 Shares will be converted into Series 8 Shares. There are currently 10,000,000 Series 7 Shares outstanding.

With respect to any Series 7 Shares that remain outstanding after March 1, 2019, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The new annual dividend rate applicable to the Series 7 Shares for the five-year period commencing on March 1, 2019 to, but excluding, March 1, 2024 will be 4.449 percent, being equal to the five-year Government of Canada bond yield of 1.879 percent determined as of today plus 2.57 percent in accordance with the terms of the Series 7 Shares.

With respect to any Series 8 Shares that may be issued on March 1, 2019, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The dividend rate applicable to the Series 8 Shares for the three-month floating rate period commencing on March 1, 2019 to, but excluding, June 1, 2019 will be 1.05863 percent, based on the annual rate on three month Government of Canada treasury bills for the most recent treasury bills auction of 1.63 percent plus 2.57 percent in accordance with the terms of the Series 8 Shares (the Floating Quarterly Dividend Rate). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series 7 Shares who wish to exercise their right of conversion during the conversion period, which runs from January 30, 2019 until 5:00 p.m. (EST) on February 14, 2019, should communicate as soon as possible with their broker or other intermediary for more information. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary time to complete the necessary steps. Any notices received after this deadline will not be valid.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., ENB.PR.J and the FloatingReset that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

Click for Big

The market has lost its fleeting enthusiasm for floating rate product; the implied rates until the next interconversion are below the current 3-month bill rate as the averages for investment-grade and junk issues are at +1.41% and +1.22%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the ENB.PR.J FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Estimate of FloatingReset (received in exchange for ENB.PR.J) Trading Price In Current Conditions

Assumed FloatingResetPrice if Implied Billis equal to

FixedReset

Bid Price

Spread

2.00%

1.50%

1.00%

ENB.PR.J

17.09

257bp

17.21

16.73

16.25

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to trade below the price of their FixedReset counterparts, ENB.PR.J. Therefore, it seems likely that I will recommend that holders of ENB.PR.J continue to hold the issue and not to convert, but I will wait until it’s closer to the February 14 notification deadline before making a final pronouncement. I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap the FixedReset for the FloatingReset in the market once both elements of each pair are trading and you can – presumably, according to this analysis – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.

that it does not intend to exercise its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series P (Series P Shares) (TSX: ENB.PR.P) on March 1, 2019. As a result, subject to certain conditions, the holders of the Series P Shares have the right to convert all or part of their Series P Shares on a one-for-one basis into Cumulative Redeemable Preference Shares, Series Q of Enbridge (Series Q Shares) on March 1, 2019. Holders who do not exercise their right to convert their Series P Shares into Series Q Shares will retain their Series P Shares.

The foregoing conversion right is subject to the conditions that: (i) if Enbridge determines that there would be less than 1,000,000 Series P Shares outstanding after March 1, 2019, then all remaining Series P Shares will automatically be converted into Series Q Shares on a one-for-one basis on March 1, 2019; and (ii) alternatively, if Enbridge determines that there would be less than 1,000,000 Series Q Shares outstanding after March 1, 2019, no Series P Shares will be converted into Series Q Shares. There are currently 16,000,000 Series P Shares outstanding.

With respect to any Series P Shares that remain outstanding after March 1, 2019, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The new annual dividend rate applicable to the Series P Shares for the five-year period commencing on March 1, 2019 to, but excluding, March 1, 2024 will be 4.379 percent, being equal to the five-year Government of Canada bond yield of 1.879 percent determined as of today plus 2.50 percent in accordance with the terms of the Series P Shares.

With respect to any Series Q Shares that may be issued on March 1, 2019, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The dividend rate applicable to the Series Q Shares for the three-month floating rate period commencing on March 1, 2019 to, but excluding, June 1, 2019 will be 1.04099 percent, based on the annual rate on three month Government of Canada treasury bills for the most recent treasury bills auction of 1.63 percent plus 2.50 percent in accordance with the terms of the Series Q Shares (the Floating Quarterly Dividend Rate). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series P Shares who wish to exercise their right of conversion during the conversion period, which runs from January 30, 2019 until 5:00 p.m. (EST) on February 14, 2019, should communicate as soon as possible with their broker or other intermediary for more information. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary time to complete the necessary steps. Any notices received after this deadline will not be valid.

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., ENB.PR.P and the FloatingReset that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

Click for Big

The market has lost its fleeting enthusiasm for floating rate product; the implied rates until the next interconversion are below the current 3-month bill rate as the averages for investment-grade and junk issues are at +1.41% and +1.22%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the ENB.PR.P FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Estimate of FloatingReset (received in exchange for ENB.PR.P) Trading Price In Current Conditions

Assumed FloatingResetPrice if Implied Billis equal to

FixedReset

Bid Price

Spread

2.00%

1.50%

1.00%

ENB.PR.P

16.70

250bp

16.82

16.34

15.86

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to trade below the price of their FixedReset counterparts, ENB.PR.P. Therefore, it seems likely that I will recommend that holders of ENB.PR.P continue to hold the issue and not to convert, but I will wait until it’s closer to the February 14 notification deadline before making a final pronouncement. I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap the FixedReset for the FloatingReset in the market once both elements of each pair are trading and you can – presumably, according to this analysis – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.

that it does not intend to exercise its right to redeem the currently outstanding Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 3 (“Series 3 Shares”) (TSX: PPL.PR.A) [sic] on March 1, 2019 (the “Conversion Date”).

As a result, and subject to certain terms of the Series 3 Shares, as described in the prospectus supplement dated September 25, 2013 relating to the issuance of the Series 3 Shares, the holders of the Series 3 Shares will have the right to elect to convert all or any of their Series 3 Shares into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 4 of Pembina (“Series 4 Shares”) on the basis of one Series 4 Share for each Series 3 Share on the Conversion Date.

With respect to any Series 3 Shares that remain outstanding after March 1, 2019, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors of Pembina. The annual dividend rate for the Series 3 Shares for the five-year period from and including March 1, 2019 to, but excluding, March 1, 2024 will be 4.478%, being equal to the five-year Government of Canada bond yield of 1.878% determined as of today plus 2.60%, in accordance with the terms of the Series 3 Shares.

With respect to any Series 4 Shares that may be issued on March 1, 2019, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, if, as and when declared by the Board of Directors of Pembina. The annual dividend rate for the 3-month floating rate period from and including March 1, 2019 to, but excluding, June 1, 2019 will be 4.227%, being equal to the annual rate of interest for the most recent auction of 90-day Government of Canada treasury bills of 1.627% plus 2.60%, in accordance with the terms of the Series 4 Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

As provided in the terms of the Series 3 Shares: (i) if Pembina determines that there would remain outstanding immediately following the conversion less than 1,000,000 Series 3 Shares, all remaining Series 3 Shares will be converted automatically into Series 4 Shares on a one-for-one basis effective March 1, 2019; or (ii) if Pembina determines that there would remain outstanding immediately following the conversion, less than 1,000,000 Series 4 Shares, holders of Series 3 Shares will not be entitled to convert their Series 3 Shares into Series 4 Shares on the Conversion Date. There are currently 6,000,000 Series 3 Shares outstanding.

The Series 3 Shares are issued in “book entry only” form and, as such, the sole registered holder of the Series 3 Shares is the Canadian Depositary for Securities Limited (“CDS”). All rights of holders of Series 3 Shares must be exercised through CDS or the CDS participant through which the Series 3 Shares are held. The deadline for the registered shareholder (CDS) to provide notice of exercise of the right to convert Series 3 Shares into Series 4 Shares is 3:00 p.m. (MST) / 5:00 p.m. (EST) on February 14, 2019. Any notices received after this deadline will not be valid. As such, holders of Series 3 Shares who wish to exercise their right to convert their Series 3 Shares into Series 4 Shares should contact their broker or other intermediary for more information and it is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary with the time to complete the necessary steps.

If Pembina does not receive an election notice from CDS during the time fixed therefor, then the Series 3 Shares shall be deemed not to have been converted (except in the case of an automatic conversion). Holders of Series 3 Shares and Series 4 Shares will have an opportunity to convert their shares again on March 1, 2024, and every five years thereafter as long as the shares remain outstanding.

As previously announced, the dividend payable on March 1, 2019 to holders of the Series 3 Shares of record on February 1, 2019 will be $0.293750 per Series 3 Share, consistent with the dividend rate in effect since issuance of the Series 3 Shares on October 2, 2013.

For more information on the terms of, and risks associated with an investment in, the Series 3 Shares and the Series 4 Shares, please see Pembina’s prospectus supplement dated September 25, 2013, which can be found at www.sedar.com.

In the news release, “Pembina Pipeline Corporation Provides Notice of Series 3 Preferred Share Conversion Right and Announces Reset Dividend Rates,” issued earlier today by Pembina Pipeline Corporation over Cision, we are advised by the company that the opening paragraph referred to a ticker symbol, which should read “TSX: PPL.PR.C” rather than “TSX: PPL.PR.A” as originally issued inadvertently. The complete, corrected release follows:

The most logical way to analyze the question of whether or not to convert is through the theory of Preferred Pairs, for which a calculator is available. Briefly, a Strong Pair is defined as a pair of securities that can be interconverted in the future (e.g., PPL.PR.C and the FloatingReset that will exist if enough holders convert). Since they will be interconvertible on this future date, it may be assumed that they will be priced identically on this date (if they aren’t then holders will simply convert en masse to the higher-priced issue). And since they will be priced identically on a given date in the future, any current difference in price must be offset by expectations of an equal and opposite value of dividends to be received in the interim. And since the dividend rate on one element of the pair is both fixed and known, the implied average rate of the other, floating rate, instrument can be determined. Finally, we say, we may compare these average rates and take a view regarding the actual future course of that rate relative to the implied rate, which will provide us with guidance on which element of the pair is likely to outperform the other until the next interconversion date, at which time the process will be repeated.

We can show the break-even rates for each FixedReset / FloatingReset Strong Pair graphically by plotting the implied average 3-month bill rate against the next Exchange Date (which is the date to which the average will be calculated).

Click for Big

The market has lost its fleeting enthusiasm for floating rate product; the implied rates until the next interconversion are below the current 3-month bill rate as the averages for investment-grade and junk issues are at +1.41% and +1.22%, respectively. Whatever might be the result of the next few Bank of Canada overnight rate decisions, I suggest that it is unlikely that the average rate over the next five years will be lower than current – but if you disagree, of course, you may interpret the data any way you like.

Since credit quality of each element of the pair is equal to the other element, it should not make any difference whether the pair examined is investment-grade or junk, although we might expect greater variation of implied rates between junk issues on grounds of lower liquidity, and this is just what we see.

If we plug in the current bid price of the PPL.PR.C FixedReset, we may construct the following table showing consistent prices for its soon-may-be-issued FloatingReset counterpart given a variety of Implied Breakeven yields consistent with issues currently trading:

Estimate of FloatingReset (received in exchange for PPL.PR.C) Trading Price In Current Conditions

Assumed FloatingResetPrice if Implied Billis equal to

FixedReset

Bid Price

Spread

2.00%

1.50%

1.00%

PPL.PR.C

17.65

260bp

17.77

17.29

16.81

Based on current market conditions, I suggest that the FloatingResets that will result from conversion are likely to trade below the price of their FixedReset counterparts, PPL.PR.C. Therefore, it seems likely that I will recommend that holders of PPL.PR.C continue to hold the issue and not to convert, but I will wait until it’s closer to the February 14 notification deadline before making a final pronouncement. I will note that once the FloatingResets commence trading (if, in fact, they do) it may be a good trade to swap the FixedReset for the FloatingReset in the market once both elements of each pair are trading and you can – presumably, according to this analysis – do it with a reasonably good take-out in price, rather than doing it through the company on a 1:1 basis. But that, of course, will depend on the prices at that time and your forecast for the path of policy rates over the next five years. There are no guarantees – my recommendation is based on the assumption that current market conditions with respect to the pairs will continue until the FloatingResets commence trading and that the relative pricing of the two new pairs will reflect these conditions.

Information received since the Federal Open Market Committee met in December indicates that the labor market has continued to strengthen and that economic activity has been rising at a solid rate. Job gains have been strong, on average, in recent months, and the unemployment rate has remained low. Household spending has continued to grow strongly, while growth of business fixed investment has moderated from its rapid pace earlier last year. On a 12-month basis, both overall inflation and inflation for items other than food and energy remain near 2 percent. Although market-based measures of inflation compensation have moved lower in recent months, survey-based measures of longer-term inflation expectations are little changed.

Consistent with its statutory mandate, the Committee seeks to foster maximum employment and price stability. In support of these goals, the Committee decided to maintain the target range for the federal funds rate at 2-1/4 to 2-1/2 percent. The Committee continues to view sustained expansion of economic activity, strong labor market conditions, and inflation near the Committee’s symmetric 2 percent objective as the most likely outcomes. In light of global economic and financial developments and muted inflation pressures, the Committee will be patient as it determines what future adjustments to the target range for the federal funds rate may be appropriate to support these outcomes.

In determining the timing and size of future adjustments to the target range for the federal funds rate, the Committee will assess realized and expected economic conditions relative to its maximum employment objective and its symmetric 2 percent inflation objective. This assessment will take into account a wide range of information, including measures of labor market conditions, indicators of inflation pressures and inflation expectations, and readings on financial and international developments.

While the Fed said continued U.S. economic and job growth were still “the most likely outcomes,” it removed language from its December policy statement that risks to the outlook were “roughly balanced” and struck language that projected “some further” rate hikes would be appropriate in 2019.

After extensive deliberations and thorough review of experience to date, the Committee judges that it is appropriate at this time to provide additional information regarding its plans to implement monetary policy over the longer run. Additionally, the Committee is revising its earlier guidance regarding the conditions under which it could adjust the details of its balance sheet normalization program. Accordingly, all participants agreed to the following:

•The Committee intends to continue to implement monetary policy in a regime in which an ample supply of reserves ensures that control over the level of the federal funds rate and other short-term interest rates is exercised primarily through the setting of the Federal Reserve’s administered rates, and in which active management of the supply of reserves is not required.

•The Committee continues to view changes in the target range for the federal funds rate as its primary means of adjusting the stance of monetary policy. The Committee is prepared to adjust any of the details for completing balance sheet normalization in light of economic and financial developments. Moreover, the Committee would be prepared to use its full range of tools, including altering the size and composition of its balance sheet, if future economic conditions were to warrant a more accommodative monetary policy than can be achieved solely by reducing the federal funds rate.

The IAIS is hosting an ICS stakeholder event. The meeting will provide Members and stakeholders with the opportunity to provide feedback on the ICS prior to the finalisation of ICS Version 2.0 for the monitoring period. The IAIS published the ICS Version 2.0 consultation document on 31 July 2018. The event will take place between 09.00 and 15.00 CET (Basel time) on 1 February 2019, at the BIS Tower in Basel, Switzerland.

Assiduous Readers will rememeber that the Comment Period Expired 2018-10-30 for IAIS Public Consultation on ICS 2.0; ICS 2.0 is the set of global insurance guidelines that, we hope, will include tighter rules on the going-concern loss-absorption ability of insurance company preferred shares … even if OSFI takes the lowest-trigger-possible approach with NVCC rules similar to banks.

I also note there is an “ICS Task Force” meeting in Basel on February 26.

PerpetualDiscounts now yield 5.72%, equivalent to 7.44% interest at the standard equivalency factor of 1.3x. Long corporates now yield a little over 3.95%, so the pre-tax interest-equivalent spread is now about 345bp, a slight (and perhaps spurious) narrowing from the 350bp reported January 23.

HIMIPref™ Preferred IndicesThese values reflect the December 2008 revision of the HIMIPref™ IndicesValues are provisional and are finalized monthly

Brookfield Infrastructure has announced (although not yet on their website) (emphasis added):

that it has agreed to issue 4,000,000 Senior Preferred Shares, Series 1 (“Series 1 Shares”) on a bought deal basis to a syndicate of underwriters led by TD Securities Inc., BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and Scotiabank. The Series 1 Shares are being issued by BIP Investment Corporation (“BIPIC”), a wholly-owned subsidiary of Brookfield Infrastructure, and will be fully and unconditionally guaranteed by Brookfield Infrastructure and certain of its key holding subsidiaries. The Series 1 Shares will be issued at a price of $25.00 per share, for gross proceeds of $100,000,000. Holders of the Series 1 Shares will be entitled to receive a cumulative quarterly fixed dividend at a rate of 5.85% annually for the initial period ending March 31, 2024. Thereafter, the dividend rate will be reset every five years at a rate equal to the greater of: (i) the 5-year Government of Canada bond yield plus 3.96%, and (ii) 5.85%. The Series 1 Shares are redeemable by BIPIC on or after March 31, 2024.

Holders of the Series 1 Shares will have the right, at their option, to convert their Series 1 Shares into Senior Preferred Shares, Series 2 (the “Series 2 Shares”), subject to certain conditions, on March 31, 2024 and on March 31 every five years thereafter. Holders of Series 2 Shares will be entitled to receive a cumulative quarterly floating dividend at a rate equal to the 90-day Canadian Treasury Bill yield plus 3.96%.

The Series 1 Shares will be offered in all provinces and territories of Canada by way of a supplement to BIPIC’s existing short form base shelf prospectus.

The net proceeds of the issue of the Series 1 Shares will be used to fund new investments and/or for general working capital purposes. The offering of Series 1 Shares is expected to close on or about February 5, 2019.

Note the redemption terms, because this is very important. These are not redeemable only on exchange dates, they are redeemable at any time after the first exchange date. This marks a new low in the quality of the swill that gets offered to new issue investors. I do not believe this is a mere typo – though I will be checking the prospectus supplement! – because in the very next sentence the company is careful to say that conversion rights exist “on March 31, 2024 and on March 31 every five years thereafter.”

But, such is the state of investment management in Canada that there will be many who think increased opportunity for calls by the issuers is a good thing, in the charming belief that it’s good to get called out of a position.

S&P Global Ratings today said it assigned its ‘BBB-‘ global scale rating and ‘P-2(Low)’ Canada scale rating to BIP Investment Corp.’s (BIPIC) C$100 million proposed cumulative minimum rate reset senior preferred shares, series 1. The company intends to use the net proceeds from the offering to fund new investments and for general working capital purposes.

We classify the series 1 preferred shares as having minimal equity content because in our view the retraction feature, which gives the investors the option to put the preferred share securities at any time, undermines the
permanence of these securities. Consequently, we will treat 100% of the principal outstanding as debt and will treat 100% of the related dividends on these securities as interest expense in our analysis.

BIPIC is a newly formed subsidiary of Brookfield Infrastructure Partners L.P. (BBB+/Stable/–), which will fully guarantee BIPIC’s series 1 preferred shares.

I’m not quite sure how to interpret this mention of a retraction feature. If the shares are retractible into cash at any time, then that is of course an extremely valuable feature; but if they’re only retractible into debentures, a la PVS Split Share Preferreds, then it’s worth … not so much. And if this is just a stenographical error by S&P, then it’s worth nothing! I’ll wait until the prospectus supplement is available.

The prospectus (available on SEDAR at “BIP Investment Corporation Nov 23 2018 14:13:23 ET Final short form prospectus – English PDF 826 K”, but I’m not allowed to link to it directly because Canadian regulators think you’re scum) states:

The Preference Shares of each series will rank on a parity with the Preference Shares of every other series with respect to accumulated dividends and return of capital. Each series of Preference Shares will participate rateably with every other series of Preference Shares in respect of accumulated dividends and return of capital.

So I think we can assume that distributions will be a mixture of dividends and return of capital – no ordinary income! – although that’s yet another thing I will have to check when the prospectus supplement comes out.

Update, 2019-2-1: The prospectus supplement is now available on SEDAR via a search for “BIP Investment Corporation Jan 29 2019 21:10:15 ET Prospectus (non pricing) supplement – English PDF 882 K”. The regulators won’t allow me to link to it directly, sorry. If you don’t like it, move to the States, where the SEC treats investors as having some importance.

There were three things badly in need of checking.

First, redemption. From page 16 of the PDF:

The Series 1 Shares will not be redeemable by the Corporation prior to March 31, 2024. On March 31, 2024 and on March 31 every five years thereafter (or, if such date is not a business day, the immediately following business day), and subject to the provisions of the BCBCA and certain other restrictions set out in “Description of the Series 1 Shares — Restrictions on Dividends and Retirement and Issue of Shares”, the Corporation may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem all or from time to time any part of the outstanding Series 1 Shares by payment in cash of a per share sum equal to C$25.00, in each case together with all accrued and unpaid dividends up to but excluding the date fixed for redemption (less any tax required to be deducted or withheld by the Corporation).

If less than all of the outstanding Series 1 Shares are to be redeemed, the shares to be redeemed shall be selected on a pro rata basis disregarding fractions or, if such shares are at such time listed on such exchange, with the consent of the TSX, in such manner as the Board of Directors in its sole discretion may, by resolution, determine.

The second thing to check was the retraction terms. From page 16 of the prospectus supplement:

The Series 1 Shares may be surrendered for retraction at any time, subject to the provisions of the BCBCA and certain other restrictions set out in “Description of the Series 1 Shares — Restrictions on Dividends and Retirement and Issue of Shares”. Retraction payments for Series 1 Shares will be made on or before the 15th day of each month (the “Series 1 Retraction Payment Date”) provided the Series 1 Shares have been surrendered for retraction at least five business days (the “Series 1 Deposit Date”) before the last business day of the preceding month. If a holder makes such surrender after 5:00 p.m. (Toronto time) on a Series 1 Deposit Date, the retraction payment will be made on the next succeeding Series 1 Retraction Payment Date.

The Corporation will enter into a remarketing agreement (the “Series 1 Remarketing Agreement”) with a registered dealer that will provide that the registered dealer will use its commercially reasonable efforts to find purchasers for any Series 1 Shares tendered for retraction at a price that is not less than (after expenses) the Series 1 Retraction Price (as defined herein), provided that a retracting holder has not withheld consent to the sale of such Series 1 Shares. If a purchaser cannot be found pursuant to the terms of the Series 1 Remarketing Agreement or the retracting holder has withheld its consent, the retracting holder will receive, per Series 1 Share retracted, cash in an amount equal to the Series 1 Retraction Price. The “Series 1 Retraction Price” will be equal to the lesser of (i) 95% of the volume weighted average price of the Series 1 Shares on the principal exchange or market on which the Series 1 Shares are listed or quoted for trading for the three business days ending on the applicable Series 1 Deposit Date and (ii) C$23.75 (less any tax required to be deducted or withheld by the Corporation).

So this provision is not quite entirely useless, although it approaches that state. It is possible, albeit not at all probable, that something happens on the Deposit Date that really hurts the fundamentals of the company; holders will then have until 5pm to submit them for retraction at a price which can at least be guessed at (since the VWAP is determined for the three days up to and including the Deposit Date) and, possibly, completely known (for those who are able to instruct their intermediaries between the 4pm market close and the 5pm deadline).

But it’s still basically useless. At best, the retraction price is only 95% of the VWAP – in all but the most contrived circumstances, investors will be better off just selling them on the market.

For this reason, I will be ignoring this provision when specifying the issue on HIMIPref™.

The puzzle is – why include such a useless provision at all? The only publicly stated effect, so far, is that S&P won’t give the issue any equity credit, which is contrary to the company’s interest. It may be ‘some tax thing’ or it might even be a bit of flim-flam, taken with the aim of getting the issue onto lists of retractible issues (it will not appear on HIMIPref™’s list!). There are thousands and thousands of clowns out there who call themselves market professionals and rarely, if ever, do anything more than read the Bloomberg description of issue terms.

The third thing to check was the tax status of the distributions. From page 26 of the PDF:

Taxable dividends received on the Shares by a holder will be included in computing the holder’s income.

In the case of a holder that is an individual, taxable dividends will be subject to the gross-up and dividend tax credit rules under the Tax Act normally applicable to taxable dividends received from a taxable Canadian corporation. Such taxable dividends will be eligible for the enhanced gross-up and dividend tax credit if the Corporation designates the taxable dividends as “eligible dividends”. There may be limitations on the Corporation’s ability to designate taxable dividends as eligible dividends.…The amount of any dividend that the Corporation elects to pay from its “capital gains dividend account” (as defined in the Tax Act) (“Capital Gains Dividend”) received by a holder of the Shares from the Corporation will be considered to be a capital gain of such holder from the disposition of capital property in the taxation year of the holder in which the Capital Gains Dividend is received.

I don’t see anything explicit about distributions being treated as a return of capital in the prospectus supplement, but I don’t know of any reason why the company couldn’t designate them as such.

that it has closed its domestic public offering of non-cumulative 5-year rate reset First Preferred Shares Series 9 (Non-Viability Contingent Capital (NVCC)) (the “Series 9 Preferred Shares”). CWB issued 5,000,000 Series 9 Preferred Shares at a price of $25 per share to raise gross proceeds of $125 million. The offering was underwritten on a bought deal basis by a syndicate led by National Bank Financial Inc. and BMO Capital Markets. Net proceeds from the offering will be added to CWB’s general funds and utilized for general banking purposes.

The Series 9 Preferred Shares will commence trading on the Toronto Stock Exchange today under the ticker symbol CWB.PR.D. The Series 9 Preferred Shares were issued under a prospectus supplement dated January 22, 2019 to CWB’s short form base shelf prospectus dated January 4, 2019.

CWB.PR.D is a FixedReset, 6.00%+404, NVCC-Compliant, announced 2019-01-21. It will be tracked by HIMIPref™ but is relegated to the Scraps FixedReset-Discount subindex on credit concerns.

According to this analysis, the fair value of the new issue on January 28 is 22.93, down from 23.32 on January 19. Note that TD.PF.K, a FixedReset, 4.75%+259, NVCC Compliant issue that commenced trading 2018-9-13 after being announced 2018-9-4, was quoted today at 20.80-21, compared to 22.50-65 on January 19. The fair value of TD.PF.K is 20.68 on January 28, according to the analysis, compared to 21.24 on January 19; it is now merely 0.12 rich, compared to 1.26 rich on the TD.PF.L announcement date.

It’s interesting to note that the theoretical spread (on a notional non-callable perpetual resettable annuity) is just a bit more than the actual issue spread for TD.PF.L – which means that TD is basically not just getting the call options on the issue for free, they’re actually being paid to take them!

Yield Calculation Conventions

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